平台合并与反垄断.docx

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1、PLATFORM MERGERS AND ANTITRUSTGEOFFREY PARKER, GEORGIOS PETROPOULOS AND MARSHALL VAN ALSTYNEPlatform ecosystems rely on economies of scale, data-driven economies of scope, high quality algorithmic systems, and strong network effects that frequently promote winner-takes-most markets. Some platform fi

2、rms have grown rapidly and their merger and acquisition strategies have been very important factors in their growth. Big platforms market dominance has generated competition concerns that are difficult to assess with current merger policy tools. We examine the acquisition strategies of the five majo

3、r US firmsGoogle, Amazon, Facebook, Apple and Microsoftsince their inception. We discuss the main merger and acquisition theories of harm that can restrict market competition and reduce consumer welfare. To address competition concerns about acquisitions in big platform ecosystems we develop a four

4、step proposal that incorporates: a new ex-ante regulatory framework, (2) an update of the conditions under which the notification of mergers should be compulsory and the burden of proof should be reversed, (3) differential regulatory priorities in investigating horizontal versus vertical acquisition

5、s, and (4) an update of competition enforcement tools to increase visibility into market data and trends.Geoffrey Parker: Dartmouth CollegeGeorgios Petropoulos: Bruegel, Massachusetts Institute of Technology and Stanford University Marshall Van Alstyne: Boston UniversityWe are very thankful to Aidai

6、 Kozubekova and Nicole Evans for their superb research assistance. The paper benefitted greatly from discussions with Erik Brynjolfsson, Luis Cabral, Avinash Collis, Maria Demertzis, Nestor Duch-Brown, Justus Haucap, Bertin Martens, Maciej Sobolewski, Tommaso Valletti and Guntram Wolft as well as se

7、minar participants at Bruegel. Georgios Petropoulos gratefully acknowledges financial support from the European Unions Horizon 2020 research and innovation programme under the Marie Sklodowska-Curie grant agreement No. 799093. Finally, we gratefully acknowledge editorial assistance from Elizabeth Pa

8、rker.Recommended citation:Parker, G” G. Petropoulos and M. Van Alstyne (2021) Platform mergers and antitrust, Working PaperOl/2021, Bruegel Ring in 2018: This acquisition of a network connected video doorbell company signalled the ambition of Amazon to develop smart home devices with the help of its

9、 artificial intelligence technology. Pillpack in 2018: Amazons acquisition of this online pharmacy signals the intention of the company to expand in retail markets for pharmaceutical products. Zoox in 2020: Zoo/s ground-up technology, which includes developing zero-emission vehicles built specifical

10、ly for autonomous use, could significantly contribute to Amazons future operations in the area of transportation.Moving to the second firm of our sample, Apple has, throughout most of its history, adopted a closed ecosystem for its products. Before the development of the iPhone and its associated Ap

11、p Store, a major objective of Apples acquisition strategies had been to introduce additional functionalities in its core business of personal computers. These acquisitions had to do with relevant software applications that can run in the Macintosh operating system or that aim at updating the operati

12、ng system. Interestingly, in 1997 Apple acquired Power Computing Corporation which developed clones that ran the Macintosh operating system. The objective of the acquisition was to replicate Microsofts and Intels success in fostering cheaper hardware in order to expand Apples position in operating s

13、ystems. However, Steve Jobs reversed the decision that same year because Power Computing was cannibalising Apple hardware sales instead of expanding the market. Without a license to use Apples operating system software, Power Computing went out of business in 19986.With the development of the intern

14、et, Apple targeted its acquisition strategies towards information technologies that provided particular services for Apples online network. Examples include identification of suspicious websites that are engaged in illegal activities, development of educational content for teachers and students comp

15、atible with iPod, and web applications relevant to office work. Apple also grew in music applications with the acquisition of Soundjam MP, one of the most highly acclaimed MP3 players for the Macintosh.The development of the iPhone and the associated App Store brought Apple to a new era that signifi

16、cantly affected its acquisition strategies. The focus shifted to human-machine interaction by acquiring online applications related to its mobile operating system, maps and navigation, online search, the voice control software Siri (acquired in 2010 and later evolved into Apples personalassistant),

17、music and books, semiconductor manufacturing, database analytics, facial and speech recognition, mobile photography, and so on. During the last five years, Apple has been targeting firms that are active in artificial intelligence and its applications (especially those related to Siri), as well as in

18、 online payment services, and has developed an interest in autonomous vehicles. The secrecy of the firm over its merger deals makes it hard to develop clear insight into the price of its most expensive mergers. Among the values that are disclosed, the acquisition of IntePs smartphone modem business

19、and consumer audio products manufacturer Beats Electronics were the most expensive. Beats provided manufacturing capacity and also offered an online streaming service, which was discontinued when Apple moved its subscribers to Apple music. In the app space, navigator app HopStop was the costliest.Fa

20、cebook, the youngest of the five companies in our sample, started its M&A activity with a focus on creating a user-friendly social network experience. That motivated the acquisition of functionalities such as shaping an online conversation, enabling photo sharing, creating an environment for travell

21、ers to share their stories, and providing updates for live events or an online instant messaging platform. At the same time, other acquisitions focused on the monetisation channel through targeted advertising techniques. The last 6 years, Facebook has been particularly active in the acquisition of c

22、ompanies that specialise in computer vision, virtual and augmented reality, artificial intelligence, and machine learning.Facebooks three most expensive acquisitions were: Instagram (acquired in 2012): a video and photo social network sharing platform. Its services are considered substitutes for tho

23、se of the Facebook platform (see Argentesi et al. 2021 for a critical review of this case). WhatsApp (acquired in 2014): a platform that allows its users to send text messages, make voice and video calls, and share images, documents, user locations, and other media to each other. This platform provi

24、des similar services to Facebook Messenger. Oculus (acquired in 2014): a producer of virtual reality headsets designed for video gaming. Oculus has been instrumental in the virtual reality unit of Facebook, motivating further acquisitions designed to augment and complement the virtual reality applic

25、ations of the platform.Facebook M&A activity has been motivated to some extent by the platforms competitive concerns.Facebook CEO Mark Zuckerberg and CFO David Ebersman, in their email conversation over theacquisition of platforms like Instagram, revealed by The Verge, agreed that one of the objecti

26、ves for such acquisitions is to neutralise competitors and to prevent them from growing and disrupting Facebooks market operation.Similar concerns were raised in the acquisition of WhatsApp at the record price of $19 billion, the second most expensive acquisition by GAFAMs behind Microsofts acquisit

27、ion of Linkedln (at a price of $26 billion). Published Facebook conversations and charts *Similar concerns were raised in the acquisition of WhatsApp at the record price of $19 billion, the second most expensive acquisition by GAFAMs behind Microsofts acquisition of Linkedln (at a price of $26 billi

28、on). Published Facebook conversations and charts * illustrate that Facebook was monitoring WhatsApp and found out that its user base was steadily increasing in such a way that it could evolve to become a potential competitor of Facebook Gautier and Lamesch (2020) assign the potential killer acquisit

29、ion motive to Facebook for the target firm Masquerade, a picture sharing app that offers filters for selfies. Their classification test involves the following conditions: i) The core business of the acquired firm is at a market where the GAFAM has significant market power; ii) the acquired firm shou

30、ld have a sufficiently large user base; iii) the acquired firm should continue its business line after the acquisition.Googles early M&A activity focused on establishing its presence in online search. The company pursued acquisitions relevant to the personalisation of search services, customer relat

31、ionship management, and the efficiency of its online advertising system. With the acquisition of Android in 2005, Google directed much of its M&A activity towards its mobile ecosystem. Another important acquisition was YouTube which allowed Google to become a dominant firm in video sharing. It augme

32、nted the YouTube system with the acquisition of extra functionalities for desktop and mobile video sharing. In the last decade, the firm started investing in firms in the cloud computing market while, since 2013, it has focused on acquisitions in the field of home automation, artificial intelligence

33、, image recognition, natural language processing, and machine learning.The most expensive Google acquisition was its 201 I acquisition of Motorola mobility for $12.5 billion. This allowed the company to become more active in the smartphone market. However, facing losses, in 2014 it sold the hardware

34、 business to Lenovo for $2.9 billion while keeping Motorolas patent portfolio as a complement to the Android ecosystem. Googles second most expensive acquisition was for Nest Labs in 2014, which helped the firm to gain a footing in the growing market for web-connected household appliances. The third

35、 most costly acquisition was DoubleClick in 2007, which became a core unit in Googles advertising strategy. DoubleClick offers technology products intended to increase the purchasing efficiency of advertisers and to minimise unsold inventory for publishers. Another merger of significant value was th

36、e acquisition of Waze in 2013, a GPS navigation software systemwith real-time crowdsourced traffic conditions. Waze provided a close substitute to Googles maps and navigator unit.Microsoft first reported acquisition in our sample took place in 1987. Early acquisitions focused on software application

37、s for personal computers and computer networks. They targeted new functionalities that were further developed to provide better home, office and entertainment services. In 2000, the company began to acquire computer gaming assets. For example, Microsoft purchased Bungie studios in 2000. The purchase

38、 allowed Microsoft to launch its Xbox game console with the exclusive game Halo, developed by BungieMicrosoft first reported acquisition in our sample took place in 1987. Early acquisitions focused on software applications for personal computers and computer networks. They targeted new functionaliti

39、es that were further developed to provide better home, office and entertainment services. In 2000, the company began to acquire computer gaming assets. For example, Microsoft purchased Bungie studios in 2000. The purchase allowed Microsoft to launch its Xbox game console with the exclusive game Halo

40、, developed by Bungie. Other acquisition targets included developers of tools that facilitate information sharing among online users and of web services that provide security and protection for online activities. Acquisitions shifted to mobile applications from 2007 while Microsoft also acquired the

41、 mobile phone business of manufacturer Nokia in 2013 to create the Microsoft Mobile unit.Later acquisitions, apart from online gaming, also focused on the cloud computing market where Microsofts Azure division is one of the main vendors (together with Amazon and Google). The acquisition of developer

42、s platform GitHub in 2018 illustrates an acquisition strategy of purchasing assets that gain additional access to developer communities13.Significant and costly acquisitions include: aQuantive in 2007: The acquisition of this advertising network that provides digital marketing and technology solutio

43、ns was integrated with Microsoffs online search engine Bing in order to better monetise users, search activities in the advertising side. Skype in 201 I: The internet communications company supported Microsoft devices such as Xbox and Kinect, Windows Phone, and a wide array of Windows devices, allow

44、ing Microsoft to integrate Skype users with Lyne, Outlook, Xbox Live, and other communities. Linkedln in 2016: The professional social networking site introduced Microsoft in a new business line with the possibility to combine its software suite with the networks structure. This is the largest recor

45、ded acquisition in GAFAM history.One relevant aspect to the acquisition strategies has to do with the type of asset that is acquired. The M&A deal can incorporate either a complementary technology transfer, where the new technology is integrated into the core of each GAFAMs technologies, increasing

46、the functionalities of its digital ecosystem. The M&A deal might also serve as a means of hiring specialised personnel who have proven their ability to build novel and profitable digital applications (often referred to as acquihires). In many cases, an M&A deal serves both purposes.Figure 3 presents

47、 preliminary results for the percentage of M&A deals for each GAFAM that incorporated a talent acquisition (acquihire) and the share of M&A d als that incorporated technology transfer (assets and technology, where technology was either patented or not patented). The column balanced refers to the per

48、centage of acquisitions that incorporate both talent and technology. In addition, the percentage of technology-dominant acquisitions (only technology transfer is involved) and those where only acquihire took place are reported.Figure 3: Mergers and acquisition goals: % Balanced, % Acquihire, % Techn

49、ology TransferGoogle and Apple have the tendency to acquire both talent and technology at a share that exceeds 70%. Microsoft acquired technology in more than 99% of its acquisitions, but it acquired talent in only 53% of its M&A deals. On the other hand, Facebook, tended to acquire talent through its acquisitions, at a rate of more than 92%, while technology transfer only occurred about half the time.Overall, our data analysis suggests that the M&A strategies